Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to _______________ from _______________
Commission file number of issuing entity: 333-177354-01
UBS Commercial Mortgage Trust 2012-C1
(Exact name of issuing entity as specified in its Charter)
UBS Commercial Mortgage Securitization Corp.
(Exact name of depositor as specified in its Charter)
UBS Real Estate Securities Inc.
Barclays Bank PLC
Archetype Mortgage Funding II LLC
(Exact name of sponsor as specified in its Charter)
45-5186367
45-5480507
New York 46-6155120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana CA 92705
(Address of principal executive offices) (Zip Code)
Telephone number, including area code: (212) 713-2000
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and
post such files).
Not Applicable
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2
of the Exchange Act. (Check One):
Large accelerated filer ___
Accelerated Filer ___
Non-accelerated Filer X (Do not Check if a smaller reporting company)
Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the of the last business day of
the registrant's most recently completed second fiscal quarter.
Not Applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Not Applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1)Any annual report to security holders; (2)
Any proxy or information statement; and (3)Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24,
1980).
Not applicable.
PART I
ITEM 1. Business.
Omitted.
ITEM 1A. Risk Factors.
Omitted.
ITEM 1B. Unresolved Staff Comments.
None.
ITEM 2. Properties.
Omitted.
ITEM 3. Legal Proceedings.
Omitted.
ITEM 4. Mine Safety Disclosures.
Not Applicable.
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
ITEM 6. Selected Financial Data.
Omitted.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEM 8. Financial Statements and Supplementary Data.
Omitted.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
ITEM 9A. Controls and Procedures.
Omitted.
ITEM 9B. Other Information.
None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
Omitted.
ITEM 11. Executive Compensation.
Omitted.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.
Omitted.
ITEM 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
No single obligor represents 10% or more of the pool assets held by the
issuing entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction
as described under Item 1114 (a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivative Instruments
(Financial Incorporation).
No entity or group of affiliated entities provides any derivative instruments
or other support for the certificates within this transaction as described
under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceeding involving the
trust or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties, and the following,
with respect to UBS Real Estate Securities Inc ("UBSRES"), the Sponsor and a
mortgage loan seller:
In February 2012, Assured Guaranty filed suit against UBSRES in New York
State Court asserting claims for breach of contract and declaratory relief
based on UBSRES' alleged failure to repurchase allegedly defective mortgage
loans with an original principal balance of at least $997 million that serve
as collateral for residential mortgage-backed securities sponsored by the
company and insured in part by Assured Guaranty. Assured Guaranty also
claims that UBSRES breached representations and warranties concerning the
mortgage loans and breached certain obligations under commitment letters.
Assured Guaranty seeks unspecified damages that include payments on current
and future claims made under Assured Guaranty insurance policies totaling
approximately $308 million at the time of the filing of the complaint, as
well as compensatory and consequential losses, fees, expenses and
pre-judgment interest. The case was removed to federal court, and in
August 2012, the Court granted UBSRES' motion to dismiss Assured Guaranty's
claims for breach of UBSRES' contractual repurchase obligations, holding
that only the trustee for the securitization trust has the contractual right
to enforce those obligations. The Court also granted UBSRES' motion to
dismiss Assured Guaranty's claims for declaratory relief. The Court denied
UBSRES' motion to dismiss Assured Guaranty's claims for breach of
representation and warranty and breach of the commitment letters. The case
is now in discovery. In October 2012, following the Court's holding that
only the trustee may assert claims seeking to enforce UBSRES' repurchase
obligations, the residential mortgage-backed securities trusts at issue in
the Assured Guaranty litigation filed a related action in the Southern
District of New York seeking to enforce UBSRES' obligation to repurchase
loans with an original principal balance of approximately $2 billion for
which Assured Guaranty had previously demanded repurchase. UBS's motion to
dismiss the suit filed by the trusts is pending. With respect to the
portion of the loans subject to this suit that were originated by
institutions still in existence, UBS will seek to enforce its indemnity
rights against those institutions.
In April 2012, the Federal Housing Finance Agency, as conservator for
Freddie Mac, filed a notice and summons in New York Supreme Court
initiating suit against UBSRES for breach of contract and declaratory relief
arising from alleged breaches of representations and warranties in
connection with certain mortgage loans and UBSRES' alleged failure to
repurchase such mortgage loans. The complaint for this suit was filed in
September 2012 and seeks, among other relief, specific performance of
UBSRES' alleged loan repurchase obligations for at least $94 million in
original principal balance of loans for which Freddie Mac had previously
demanded repurchase; no damages are specified. UBS's motion to dismiss the
suit is pending.
UBSRES, or its predecessor, Paine Webber Real Estate Securities, Inc., have
been named as defendants, along with numerous other entities, in five
purported class action lawsuits pending in Missouri. Plaintiffs in each
case are individuals who entered into second mortgages with various second
mortgage originators. Plaintiffs seek to represent state-wide classes in
Missouri and assert violations of Missouri's Second Mortgage Loan Act. The
relief sought by Plaintiffs includes a refund of fees charged and interest
paid in connection with their loans, relief from making future payments of
interest and principal, punitive damages and attorneys' fees. The five
cases pending against UBS in Missouri are: Baker v. Century Financial
Group, Inc., CV100-4294 CC (Clay County, Liberty); Beaver v. U.S. Bank
Trust National Association, 03-CV-213643 (Jackson County, Independence);
Gilmor v. Preferred Credit Corporation, CV100-4263 CC (Clay County,
Liberty); Thomas v. U.S. Bank, N.A., N.D., 5:11-cv-06013 (W.D. MO., Western
Division); and Mayo v. GMAC Mortgage, LLC, et al., 4:08-CV-568 (W.D. MO.,
Western Division).
UBSRES does not hold, and never held, any of the second mortgage loans at
issue in the Baker or Gilmor cases. Regarding the Beaver case, the Court
has certified the case as a class action. With respect to the Thomas case,
the case was remanded to Missouri state court in August 2009 after having
been removed to federal district court in 2004. Plaintiffs filed an
amended complaint in January 2011, adding a new defendant, and the case was
thereafter removed to federal court. In September 2012, the Court granted
plaintiffs leave to amend the complaint. On January 11, 2013, UBS re-filed
its motion to dismiss for lack of standing and on March 12, 2013,
plaintiffs filed their response. UBS will be filing a reply in support of
its motion to dismiss on April 12, 2013. The Mayo case was settled on
March 20, 2013.
UBSRES, along with certain affiliates, is named as a defendant in ten
lawsuits brought by purchasers of residential mortgage-backed securities
(RMBS) asserting claims under federal securities law or under state
securities and/or state common law based on alleged misrepresentations
or omissions in offering documents for approximately $10.4 billion in
original face amount of residential mortgage-backed securities
underwritten and issued by affiliates. These lawsuits include a putative
class action filed in federal court in New Jersey asserting violations of
the federal securities laws against various UBS entities, including UBSRES,
in connection with $2.6 billion in original face amount of UBS-sponsored
RMBS. The suit was dismissed with prejudice on statute of limitations
grounds in July 2012. The named plaintiff has appealed the dismissal and
the appeal remains pending.
UBSRES also has tolling agreements with certain institutional purchasers
of RMBS concerning their potential claims related to purchases of RMBS
sponsored by UBSRES.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
The information regarding this Item has been previously provided in a
prospectus supplement of the Registrant relating to the issuing entity Filed
on May 7, 2012 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such
assessments of compliance are attached hereto under Item 15. Attached as
Schedule II to the Pooling and Servicing Agreement incorporated by reference
as Exhibit 4 to this report is a chart identifying the entities
participating in a servicing function for the transaction responsible for
each applicable servicing criteria set forth in Item 1122(d).
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached hereto under Item 15.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as a part of this annual
report on Form 10-K:
(1) Not Applicable.
(2) Not Applicable.
(3)
4 Pooling and Servicing Agreement, dated as of May 1, 2012, by and
among UBS Commercial Mortgage Securitization Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator, Paying Agent and Custodian, and Trimont Real
Estate Advisors, Inc., as Operating Advisor. (Filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K filed on May 7, 2012 and
incorporated by reference herein.)
10.1 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
UBS Real Estate Securities Inc., as seller, and UBS Commercial Mortgage
Securitization Corp., as purchaser. (Filed as Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated May 7, 2012 and filed by
the registrant on May 7, 2012, which is incorporated by reference
herein).
10.2 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
Barclays Bank PLC, as seller, and UBS Commercial Mortgage Securitization
Corp., as purchaser. (Filed as Exhibit 99.2 to the Registrant's Current
Report on Form 8-K dated May 7, 2012 and filed by the registrant
on May 7, 2012, which is incorporated by reference herein).
10.3 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
Archetype Mortgage Funding II LLC, as seller, and UBS Commercial
Mortgage Securitization Corp., as purchaser. (Filed as Exhibit 99.3 to
the Registrant's Current Report on Form 8-K dated May 7, 2012 and
filed by the registrant on May 7, 2012, which is incorporated by
reference herein).
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 Wells Fargo Bank, National Association as Master Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National
Association as Special Servicer
33.3 Deutsche Bank Trust Company Americas as Trustee, Certificate
Administrator, Paying Agent, and Custodian
33.4 KeyCorp Real Estate Capital Markets, Inc. as Servicing Function
Participant
33.5 CoreLogic Commercial Real Estate Services, Inc. as Servicing
Function Participant
33.6 National Tax Search, LLC as Servicing Function Participant
33.7 Trimont Real Estate Advisors, Inc. as Operating Advisor
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association as Master Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National
Association as Special Servicer
34.3 Deutsche Bank Trust Company Americas as Trustee, Certificate
Administrator, Paying Agent, and Custodian
34.4 KeyCorp Real Estate Capital Markets, Inc. as Servicing Function
Participant
34.5 CoreLogic Commercial Real Estate Services, Inc. as Servicing
Function Participant
34.6 National Tax Search, LLC as Servicing Function Participant
34.7 Trimont Real Estate Advisors, Inc. as Operating Advisor
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association
35.2 Midland Loan Services, a Division of PNC Bank, National
Association as Special Servicer
35.3 Deutsche Bank Trust Company Americas as Trustee
35.4 KeyCorp Real Estate Capital Markets, Inc. as Servicing Function
Participant
35.5 CoreLogic Commercial Real Estate Services, Inc. as Servicing
Function Participant
35.6 Deutsche Bank Trust Company Americas as Certificate Administrator
35.7 Deutsche Bank Trust Company Americas as Custodian
(b) The exhibits required to be filed by the Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
UBS Commercial Mortgage Securitization Corp.
(Depositor)
/s/ David Nass
_____________________________
David Nass
President and Chief Executive Officer
Date: March 29, 2013
/s/ John Herman
______________________________
John Herman
Managing Director
Date: March 29, 2013
EXHIBIT INDEX
Exhibit No.
4 Pooling and Servicing Agreement, dated as of May 1, 2012, by and
among UBS Commercial Mortgage Securitization Corp., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator, Paying Agent and Custodian, and Trimont Real
Estate Advisors, Inc., as Operating Advisor. (Filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K filed on May 7, 2012 and
incorporated by reference herein.)
10.1 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
UBS Real Estate Securities Inc., as seller, and UBS Commercial Mortgage
Securitization Corp., as purchaser. (Filed as Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated May 7, 2012 and filed by
the registrant on May 7, 2012, which is incorporated by reference
herein).
10.2 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
Barclays Bank PLC, as seller, and UBS Commercial Mortgage Securitization
Corp., as purchaser. (Filed as Exhibit 99.2 to the Registrant's Current
Report on Form 8-K dated May 7, 2012 and filed by the registrant
on May 7, 2012, which is incorporated by reference herein).
10.3 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
Archetype Mortgage Funding II LLC, as seller, and UBS Commercial
Mortgage Securitization Corp., as purchaser. (Filed as Exhibit 99.3 to
the Registrant's Current Report on Form 8-K dated May 7, 2012 and
filed by the registrant on May 7, 2012, which is incorporated by
reference herein).
31 Rule 13a-14(d)/15d-14(d) Certification.
33 Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 Wells Fargo Bank, National Association as Master Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National
Association as Special Servicer
33.3 Deutsche Bank Trust Company Americas as Trustee, Certificate
Administrator, Paying Agent, and Custodian
33.4 KeyCorp Real Estate Capital Markets, Inc. as Servicing Function
Participant
33.5 CoreLogic Commercial Real Estate Services, Inc. as Servicing
Function Participant
33.6 National Tax Search, LLC as Servicing Function Participant
33.7 Trimont Real Estate Advisors, Inc. as Operating Advisor
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association as Master Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National
Association as Special Servicer
34.3 Deutsche Bank Trust Company Americas as Trustee, Certificate
Administrator, Paying Agent, and Custodian
34.4 KeyCorp Real Estate Capital Markets, Inc. as Servicing Function
Participant
34.5 CoreLogic Commercial Real Estate Services, Inc. as Servicing
Function Participant
34.6 National Tax Search, LLC as Servicing Function Participant
34.7 Trimont Real Estate Advisors, Inc. as Operating Advisor
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association
35.2 Midland Loan Services, a Division of PNC Bank, National
Association as Special Servicer
35.3 Deutsche Bank Trust Company Americas as Trustee
35.4 KeyCorp Real Estate Capital Markets, Inc. as Servicing Function
Participant
35.5 CoreLogic Commercial Real Estate Services, Inc. as Servicing
Function Participant
35.6 Deutsche Bank Trust Company Americas as Certificate Administrator
35.7 Deutsche Bank Trust Company Americas as Custodian